(Embrex logo appears here)
August 19, 1996
Mr. Don Seaquist
5916 Loch Maree Drive
Plano, Texas 75093
Dear Don:
It is our pleasure to confirm our offer of employment with EMBREX as Vice-
President, Finance & Administration, effective on September 9, 1996, contingent
upon your submitting to and obtaining a negative result from a chemical
screening for drugs and alcohol. Please call Human Resources to schedule your
sample collection. Your starting compensation will be at the rate of $11,250.00
per month.
Upon commencing employment at EMBREX, you will be entitled to receive an
Incentive Stock Option for 31,500 shares of EMBREX Common Stock at an option
price per share at fair market value on date of grant. These options will vest
equally over four years from the date of grant. This stock option is subject to
the approval and grant by the Compensation Committee of the EMBREX Board of
Directors at their next scheduled meeting.
Regular, full-time employees of EMBREX are entitled to participate in all
company-sponsored benefit plans. Each plan has terms and conditions regarding
enrollment, which you must discuss with our Human Resources office on your first
day of employment. A booklet describing our current employee benefits and plan
highlights are enclosed for your information. Please review the medical, dental,
LTD and supplemental life plans and make your decision about which plans you
would desire to participate in. Also enclosed is an information package about
our 401(k) retirement savings plan. You are eligible to enroll on your first day
of employment and will need to make several decisions about your employee and
employer investment options, even if you elect not to participate. Please review
the information, complete the enrollment form and beneficiary designation (even
if you elect not to contribute) and bring to your orientation.
As a relocating employee, and upon presentation of receipts, you will be
entitled to reimbursement for actual and reasonable relocation expenses
including:
(bullet) Two house (or apartment) hunting trips for you (and your family) not
to exceed 7 days.
(bullet) Relocation of household effects; and
(bullet) Temporary living expenses up to 30 days.
As a homeowner, you are entitled to payments associated with the sale/
purchase as follows:
(bullet) Real estate and other fees (except discount points, association
fees, prepaid items (escrow), memberships): and
(bullet) Good faith estimates on closing costs (obtain 2 quotes).
You are also entitled to a direct incidental cash allowance of $2,000.00,
which is fully taxable. You may submit a check request at any time during the
relocation process, to receive this payment. To offset the anticipated loss on
the sale of your home, we will give you a one-time settlement in the amount of
$15,000.
Since the Company's relocation policy is a personal arrangement between you
and the Company, you should not discuss it with or make copies of this agreement
available to anyone outside your immediate family.
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Mail: P.O. Box 13989, Research Triangle Park, NC 27709-3989 Ph:(919) 941-5185
Ship: 1035 Swabia Court, Durham, NC 27703 Fax:(919) 941-5186
Embrex is an Equal Employment Opportunity/Affirmative Action Employer
Your orientation is tentatively scheduled at 9:00 a.m. on September 9, 1996.
For your orientation, you will need your authorization to work in the U.S.
(driver's license and social security card or passport), the full names, birth
dates, and social security numbers of any dependents, and a clean copy of your
current resume. You should also bring a copy of your current optical
prescription safety glasses.
Enclosed is a standard employment agreement, which describes an employee's
relationship with the Company. This letter and its enclosures constitute our
initial employment offer. After you have read them, you should obtain answers to
any remaining questions you may have. Please sign both copies of this letter,
retain one for your personal files and return one to the Company for our
records.
We look forward to working with you.
Sincerely yours,
/s/ Randall L. Marcuson
President & CEO
Agreed and Accepted:
/s/ Don L. Seaquist 8/20/96
Date
(embrex logo appears here)
GENERAL PROVISIONS TO
EMPLOYMENT AGREEMENT BETWEEN
EMBREX, INC. AND
DON T. SEAQUIST
PERSONAL AND CONFIDENTIAL
1. EMPLOYMENT
EMBREX hereby employes Employee and Employee accepts such employment and
agrees to perform for EMBREX the duties described herein, faithfully and to the
best of his/her ability.
2. TERM OF EMPLOYMENT
Employee's employment hereunder shall commence on the date noted on the cover
letter and shall continue at the pleasure of the Company. A probationary period
of 180 days shall be observed, so long as Employee is performing at a
satisfactory level. At the conclusion of probationary period, Employee shall be
given a performance evaluation.
3. DUTIES
Employee agrees to devote full time and attention to the business and affairs
of EMBREX, to use his/her best efforts to promote the interests of EMBREX, to
hold such offices in EMBREX to which elected or appointed, and to perform such
tasks, commensurate with the position, as are assigned by your manager or other
designated individuals.
4. COMPENSATION
4.1 EMBREX will pay Employee, for services rendered hereunder, a salary
separately agreed to, payable in equal monthly installments. The Company will
review this base salary on an annual basis and will determine in its sole
discretion whether to provide a merit increase to the base salary.
4.2 The parties hereto agree that Employee shall be entitled to participate in
all retirement, profit-sharing, compensation, insurance or other benefit plans
generally available to EMBREX employees which are presently in effect or which
may be established during the term hereof.
4.3 The terms and conditions of employment (salary, equity and/or other forms
of compensation) are strictly a personal matter between Employee and the Company
and will be shared only with Employee's supervisors having salary administration
responsibility.
5. EXPENSES
Upon commencement of employment, Employee will be reimbursed by EMBREX for all
approved expenses which are reasonably incurred thereafter during the
performance of duties in furtherance of or in connection with the business of
EMBREX or its subsidiaries.
6. FAMILY AND MEDICAL LEAVE
Employee shall be entitled to the benefits provided by the Family and Medical
Leave Act of 1993, as amended (the "Act"), upon completing one year of service
as a regular, full-time employee. During any period in which Employee does not
qualify as an eligible employee or Employee exceeds the period of leave
authorized in the Act, EMBREX may, if it so elects, declare the Employee's
employment terminated on thirty (30) days notice given in accordance with the
provisions hereof.
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Mail: P.O. Box 13989, Research Triangle Park, NC 27709-3989 Ph:(919) 941-5185
Ship: 1035 Swabia Court, Durham, NC 27703 Fax:(919) 941-5186
Embrex is an Equal Employment Opportunity/Affirmative Action Employer
GENERAL PROVISIONS
PROFESSIONAL AND CONFIDENTIAL
7. EMPLOYEE NOT TO WORK FOR OTHERS
7.1 During the term of this Agreement, Employee agrees not to work for any
other business firm, whether competitive with EMBREX or not, without written
consent of the ranking Administrative officer.
7.2 Upon termination of Employee's employment, until the second anniversary of
the date of such termination, Employee agrees that, regardless of the date or
cause of termination of employment or whether the termination shall be with or
without cause, (s)he will not, directly or indirectly, either as principal,
agent, officer, director, employee, or in any similar capacity, engage in or
perform consulting or any other services for, or have a financial interest in,
or own of record or beneficially five percent (5%) or more of any class of
equity security (or any class of securities convertible to an equity security),
in an entity which competes with any actual or planned product or service of
Embrex or is engaged in a research and/or development program intended to result
in a product or service competitive with an actual or planned product or service
of EMBREX.
8. TECHNIQUES, DISCOVERIES, AND INVENTIONS
8.1 Employee agrees that any and all sales of manufacturing techniques,
inventions, discoveries or improvements in the products or processes or the
merchandising thereof, of EMBREX, which Employee may create, devise, make,
discover, introduce, or invent while employed by EMBREX shall belong to and be
the sole property of EMBREX. Employee agrees promptly and fully to disclose the
same to EMBREX.
8.2 It is recognized between EMBREX and Employee that EMBREX has acquired and
developed, and will continue to develop formulae, techniques, plans, processes,
procedures, devices and materials, and lists of customers and their particular
requirements which may pertain to many and varied products and equipment, which
are secret and confidential in character and are, and will continue to be, of
great and unique value to it, which are now and will continue to be, used in its
business (hereinafter referred to as "secret information"). Much of such secret
information existing on the date hereof is known to Employee, by reason of his/
her position, and future secret information on EMBREX will be disclosed to
Employee, as required for proper performance of duties hereunder and other
duties as (s)he may have to EMBREX.
8.3 Employee agrees that all such secret information heretofore or hereafter
received will be kept and maintained as confidential and in complete secrecy,
and Employee shall not disclose at any time, either orally or in writing, or
otherwise, in any manner, directly or indirectly, any knowledge or information
Employee has acquired or any trade secret relating to EMBREX or its
subsidiaries, with the exception of disclosure of such information; (i) to
employees of EMBREX who have a need to know it to properly carry out their
duties on behalf of EMBREX and (ii) in the ordinary course of EMBREX business to
customers, suppliers, subcontractors and parties similarly situated.
8.4 Employee agrees that, while an employee of EMBREX and for two years
thereafter, at least fifteen days before release of publication of any
scientific paper or contributions to periodicals dealing with or making
reference to a subject of interest to EMBREX, Employee will make available to
EMBREX a copy of what is to be published.
9. DELIVERY OF DATA
Employee agrees to deliver to EMBREX promptly at the termination of employment
or at any other time EMBREX may request, all memoranda, notes, records,
sketches, plans, or other documents which are in Employee's possession or under
his/her control concerning costs, uses, application or purchases of products
made for or by EMBREX (or any subsidiary, affiliate, or licensee of EMBREX) or
product, process, formula, or manufacturing method used, developed, produced, or
investigated by EMBREX (or any subsidiary, affiliate or licensee of EMBREX),
during his/her employment hereunder.
GENERAL PROVISIONS
PROFESSIONAL AND CONFIDENTIAL
10. INJUNCTIVE RELIEF
Employee agrees that the remedy at law for any breach of the provisions of
paragraphs 7, 8, and/or 9 of this Agreement will be inadequate and that EMBREX
shall be entitled to injunctive relief in addition to any other remedy they
might have as so ordered by a Court.
11, SEVERABILITY
The provisions of paragraphs 7, 8, 9, and 10 are severable, and in the event
any portion or portions thereof are held to be invalid, such invalidity shall
not affect the validity of the remaining portion or portions.
12. SEVERANCE
If Employer terminates Employee's employment under this Agreement without
cause, then Employee shall be entitled to receive from Employer an amount equal
to "Severance Months" months of Employee's then current salary, payable in
"Severance Pay" equal monthly installments, without interest, commencing one
month after termination.
13. NOTICES
All notices, request, demands, and other communication hereunder shall be in
writing and shall be deemed to have been duly given if mailed by certified or
registered mail, return receipt requested, to the respective parties at their
addresses appearing above or their last known addresses.
14. ASSIGNMENT
The Agreement shall not be assignable by either party except pursuant to a
merger, consolidation or other reorganization of EMBREX.
15. SUCCESSORS IN INTEREST
This Agreement shall be binding on the parties hereto, their heirs, executors,
administrators, successors (whether by merger, consolidation, or otherwise), and
assigns. The parties hereby agree for themselves, their heirs, executors
administrators, successors, and assigns, to execute any instruments and to
perform any acts which may be necessary or proper to carry out the purposes of
the Agreement, but the failure to execute such instruments will not affect the
rights of any party hereto or the obligations of any estate, as provided in this
Agreement.
16. LAW OF THE AGREEMENT
This Agreement shall be subject to and governed by the laws of the State of
North Carolina. The provisions of this Agreement are severable, and in the event
any portion or portions hereof are held to be invalid, such invalidity shall not
affect the validity of the remaining portion or portions. If any court or other
competent authority shall hold a portion of this Agreement invalid, unless
modified in a manner described by the court or competent authority, that portion
shall be deemed modified accordingly.
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and entered into by Embrex,
Inc., a North Carolina corporation, ("Employer") and Don Seaquist ("Employee").
Employer and Employee may be collectively referred to as "the parties".
WHEREAS, the parties entered into an Employment Agreement dated
8/20/96 (the "Agreement");
WHEREAS, Employee continues to be employed by Employer; and
WHEREAS, the parties both desire to amend the prior Employment Agreement
as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend
their prior Agreement as follows:
The Agreement is hereby amended by deleting Paragraph 12, Termination
and Liquidated Damages and inserting in lieu thereof the following:
12. Severance. If Employer terminates Employee's employment under this
Agreement without cause, then Employee shall be entitled to receive from
Employer an amount equal to 12 months of Employee's then current salary,
payable in 12 equal monthly installments, without interest, commencing one
month after termination.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement, this the 9th day of September, 1996.
(Sig of Don Sequist)
____________________________
Employee
EMBREX, INC.
By: (signature of Randall L. Marcuson)